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TMI Blog2020 (10) TMI 702X X X X Extracts X X X X X X X X Extracts X X X X ..... me of Amalgamation (hereinafter referred as "Scheme") the Transferor Company No. 1 viz., Alfa Technobuild Private Limited (hereinafter referred as "Transferor Company No. 1"), the Transferor Company No. 2 viz., HA Buildtech Private Limited (hereinafter referred as "Transferor Company No. 2"), the Transferor Company No. 3 viz., Paras Infra Projects Private Limited (hereinafter referred as "Transferor Company No. 3"), the Transferor Company No. 4 viz., Prestige Infraprojects Private Limited (hereinafter referred as "Transferor Company No. 4"), the Transferor Company No. 5 viz., Samarth Technobuild Private Limited (hereinafter referred as "Transferor Company No. 5"), the Transferor Company No. 6 viz., Shine Technobuild Private Limited (hereinafter referred as "Transferor Company No. 6") are proposed to get merged with the Transferee Company viz., Eros Agro & Farms Private Limited (hereinafter referred to as "Transferee Company") as going concern. 3. The Transferor Company No. 1 is a Private company Limited by shares and was incorporated on 16th November, 2011 under the provisions of Companies Act, 1956 (hereinafter referred as "Act 1956") in the name and style of 'Alfa Technobuil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... p No. 128, First Floor, Shiva Market, Pitampura, New Delhi-110034. The Transferor Company No. 3 is engaged in the business of construction of residential houses, commercial buildings, flats, factories, sheds, warehouses and buildings in or outside India and to act as builders, colonisers and civil constructional contractors. The main objects of the Transferor Company are set out in the MoA. The Authorized share capital of the Transferor Company No. 3 as on 31st March, 2019 is Rs. 40,00,000/- divided into 4,00,000 Equity Shares of Rs. 10/- each and the issued, subscribed and paid up share capital is Rs. 37,10,000/-divided into 3,71,000 equity shares of Rs. 10/- each. 6. The Transferor Company No. 4 is a Private company Limited by shares and was incorporated on 5th November, 2011 under the provisions of Act 1956 in the name and style of 'Prestige Infraprojects Private Limited' and is registered with the RoC, NCT of Delhi and Haryana under the CIN U45400DL2011PTC227091, having its registered office at Shop No. 128, First Floor, Shiva Market, Pitampura, New Delhi-110034.. The Transferor Company No. 4 is engaged in the business of construction of residential houses, commercial ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rs. 10/- each and the issued, subscribed and paid up share capital is Rs. 21,70,000/-divided into 2,17,000 equity shares of Rs. 10/- each. 9. The Transferee Company is a Private company Limited by shares and was incorporated on 18th July, 2007 under the provisions of the Act, 1956 in the name and style of 'Eros Agro & Farms Private Limited' and is registered with the RoC, NCT of Delhi and Haryana under the CIN U01403DL2007PTC165962 having its registered office at Shop No. 128, First Floor, Shiva market, Pitampura, New Delhi-110034. The Transferee Company is engaged in the business of trading rice, to cultivate, grow, manufacture, import, export, buy, sell, trade &deal in Agricultural and Form products of all types. The main objects of the Transferee Company are set out in the MoA. The Authorized share capital of the Transferee Company as on 31st March, 2019 is Rs. 1,00,00,000/- divided into 10,00,000 equity shares of Rs. 10/- each and the issued, subscribed and paid up share capital is Rs. 77,76,000/-divided into 7,77,600 equity shares of Rs. 10/- each. 10. The Applicant companies are falling within the jurisdiction of this Bench and the Board of Directors of the Transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed, has filed the Report on 18th November, 2019 before this Tribunal, and upon perusal of the same it is observed that the RD does not have any adverse observation/ remark against the Scheme under consideration and further it is stated that there is no prosecution and no inspection or investigation pending in respect of the Applicant Companies. The RD has observed in para 10 of the report that the Scheme provides the Authorised capital of the Transferee Company as Rs. 3,20,00,000/- divided into 32,00,000 equity shares of Rs. 10/- each instead of Rs. 3,15,00,000/- divided into 31,50,000 equity shares of Rs. 10/- each. To this extent the Authorised Representative of the Applicant Companies have filed an undertaking, stating that there has been an inadvertent typographical error while drafting the proposed Scheme and will be rectified. 14. The Official Liquidator has filed its report wherein it is stated that it has relied on the documents/reply submitted by the Applicant Companies and that it has not received any complaints against the Scheme from any persons/party interested in the Scheme in any manner till the date of filing this Report. Further, it is stated that it is of the vie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Petitions is hereby sanctioned. The Scheme approved shall be binding on the Shareholders, Creditors and employees of the Companies involved in this Scheme. The Appointed date of the Scheme is 1st April, 2019. 21. While approving the Scheme as above, it is further clarified that this Order will not be construed as an order granting exemption from payment of stamp duty or taxes or any other charges, if payable, as per the relevant provisions of law or from any applicable permissions that may have to be obtained or, even compliances that may have to be made as per the mandate of law. 22. The Companies to the said Scheme or other person interested shall be at liberty to apply to this Bench for any direction that may be necessary with regard to the working of the said Scheme. 23. A certified copy of this Order shall be filed with the concerned Registrar of Companies within 30 days of the receipt of this Order. 24. The Transferor Company shall be dissolved without winding up from the date of the filing of the certified copy of this Order with the concerned Registrar of Companies. 25. Upon receiving the certified copy of this Order, the ROC concerned is directed to place all doc ..... 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